X0206 3 2012-09-18 0 0001065865 JANUS CAPITAL GROUP INC JNS 0000948518 DAI ICHI LIFE INSURANCE CO., LTD. 13-1, YURAKUCHO 1-CHOME,CHIYODA-KU TOKYO M0 100-8411 JAPAN 0 0 1 0 Common Stock 6407969 D Right to acquire shares upon exercise of options 10.25 Common Stock 14000000 D Pursuant to the Option Agreement, dated as of August 10, 2012, between the reporting person and the issuer, the issuer granted the reporting person 20 conditional options, each to purchase 700,000 shares of Common Stock from the issuer. The reporting person has the right to exercise one or more (or all) of the conditional options following such time that the reporting person beneficially owns, 8% of the issued and outstanding shares of Common Stock, and only if the exercise of such option(s) would not result in the reporting person beneficially owning in excess of 20% of the issued and outstanding shares of Common Stock. [Continued FN2] [Continued from FN1] For purposes of the preceding sentence, "beneficially own" and "beneficially owning" are defined consistent with the terms' meanings under Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that they exclude shares issuable pursuant to the exercise of the conditional options except to the extent such shares are issued, outstanding and paid for pursuant to the reporting person's exercise of the conditional options. The conditional options are not presently exercisable. The conditional options expire on the earlier of (x) August 10, 2013, and (y) the termination of the Investment and Strategic Cooperation Agreement, dated as of August 10, 2012, between the reporting person and the issuer. /s/ Taku Murakawa, General Manager, Investment Administration Department 2012-09-20